HCHC HC2 Holdings Inc

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(a, b)	As of the date hereof, Philip A. Falcone may be deemed to be the beneficial owner of 5,901,703 Shares, constituting 12.7% of the outstanding Shares and consisting of 1,345,827 Shares owned outright and 4,555,876 Shares underlying currently vested options. The following summarizes Mr. Falcone’s Share ownership and currently outstanding equity awards:

(i)	On January 15, 2014, Mr. Falcone was awarded restricted stock units (" RSUs ") with respect to 2,028 Shares. 1,014 of such RSUs vested on each of January 15, 2015 and January 15, 2016, and were settled in Shares currently owned by Mr. Falcone.

(ii)	On January 15, 2014, Mr. Falcone was awarded options to purchase 4,055 Shares. One-third of the options vested on the date of issuance, one-third of the options vested on January 15, 2015 and one third of the options vested on January 16, 2016. The option is currently exercisable with respect to 4,055 Shares.

(iii)

On May 21, 2014, the Issuer entered into an option agreement (the " May 21, 2014 Option Agreement ") with Mr. Falcone pursuant to which Mr. Falcone has the right to purchase an initial amount of 1,568,864 Shares. The option vests in three equal installments on the date of issuance and on each of May 21, 2015 and May 21, 2016, subject to Mr. Falcone’s continued employment with the Issuer on each vesting date. The option is currently exercisable with respect to 1,568,864 Shares. The number of shares for which the option is exercisable and the exercise price of the option are subject to adjustment for certain events, with the effect that at all times the option as so adjusted will enable Mr. Falcone to purchase the same percentage ownership interest in the Issuer that the option represented on its grant date. The option contemplated that the anti-dilution adjustments would be in the form of additional options to be granted as of the date of the event requiring adjustment.

(iv)

On October 26, 2014, the Issuer and Mr. Falcone reformed and clarified the May 21, 2014 Option Agreement (the " Option Clarification Agreement ") to clarify the operation of the anti-dilution provisions of the May 21, 2014 Option Agreement upon the issuance of rights, warrants, options, exchangeable securities or convertible securities entitling the holder thereof to subscribe for, purchase or otherwise acquire shares of the Issuer’s capital stock (each referred to as " Rights ") in light of the Issuer’s issuances of common and preferred stock. Specifically, pursuant to the terms of the Option Clarification Agreement, additional options granted to Mr. Falcone pursuant to the anti-dilution provisions upon the issuance of Rights (i) would have an exercise price equal to the greater of the fair market value of the Shares on the trading day immediately preceding the date of grant of the option

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(v)	On March 12, 2015, Mr. Falcone was awarded RSAs in respect of 881,550 Shares, 564,937 of such RSAs vested immediately. The remaining 316,613 RSAs vested on March 12, 2016, and 129,951 Shares were withheld to cover tax obligations for such vesting.

(vi)	On March 12, 2015, Mr. Falcone was awarded options to purchase 309,620 Shares at an exercise price of $9.00 per Share. One-half of the option vested on the date of issuance and one-half of the option vested on March 12, 2016. The option is currently exercisable with respect to 309,620 Shares.

(vii)	On October 9, 2015, Mr. Falcone agreed to purchase 540,000 Shares at a price of $7.50 per Share. On October 15, 2015, this purchase of these shares was completed by Global Opportunities Breakaway MM LLC (" Global Opportunities ").  Mr. Falcone is the managing member of Global Opportunities.

(viii)

On November 9, 2015, anti-dilution adjustment options to purchase an aggregate of 845,250 Shares were issued to Mr. Falcone as a result of the Issuer’s issuance of 8,452,500 Shares of common stock pursuant to that certain registered public offering on November 9, 2015. The options have an exercise price of $7.17 per share and vest in three equal installments on the date of issuance and on each of the first and second anniversaries of the date

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(ix)

On December 24, 2015, pursuant to that certain Stock Purchase Agreement, among Continental General Corporation, Great American Financial Resources, Inc. and the Company, dated April 13, 2015,  anti-dilution adjustment options to purchase an aggregate of 300,742 Shares were issued to Mr. Falcone as a result of the Issuer’s issuance of 1,007,422 Shares (" Additional Option ") and a warrant to purchase 2,000,000 Shares (" Contingent Option ", and together with the Additional Option, the " Adjustment Option "). The Additional Options issued have an exercise price of $5.90 per Share and the Contingent Options have an exercise price of $7.08 per Share.  The Adjustment Options vest in three equal installments on the date of issuance and on each of the first and second anniversaries of the date of issuance, subject to Mr. Falcone’s continued employment with the Issuer on each vesting date. The Contingent Options are exercisable as and to the extent that the warrant is converted into common stock.  The Adjustment Options are currently vested with respect to 100,248 Shares and 100,246 options vest on December 24, 2016.

(x)

On April 14, 2016, in consideration for eliminating the anti-dilution protection provisions contained in his stock option awards granted pursuant to the May 21, 2014 Option Agreement, Mr. Falcone received an award consisting solely of 1,500,000 premium stock options (the " 2016 Premium Option ") that will be issued under the Company’s 2014 Omnibus Equity Award Plan. The 2016 Premium Options vest in three equal installments on each of the first three anniversaries following the grant date (with each tranche vesting one-third on each such date), and the applicable per share exercise prices will be as follows: (a) $7.50 with respect to an option to acquire 500,000 shares, which is an 111% premium to the Issuer’s closing stock price on April 14, 2016; (b) $10.50 with respect to an option to acquire 500,000 shares, which is an 196% premium to the Issuer’s closing stock price on April 14, 2016; and (c) $13.50 with respect to an option to acquire 500,000 shares, which is an 280% premium to the Issuer’s closing stock price on April 14, 2016.  Under these awards, Mr. Falcone will not realize any value from the applicable portion of the 2016 Premium Option unless there has been at least an 111%, 196%, and 280% increase in the Issuer’s stock price, respectively, from the Issuer’s closing stock price on April 14, 2016.

(xi)	Mr. Falcone purchased the following Shares in open market on the dates indicated:

(c)	Other than as set forth above, Mr. Falcone has not effected any transactions in the Shares in the past 60 days.

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